BARYS RESOURCES LIMITED — Capital/Financing Update 2021

Dec 8, 2021

ASX RELEASE | 9 December 2021

Kopore to acquire Niger uranium project in uranium-rich Tim Mersoi Basin

ABOUT KOPORE METALS

Kopore Metals Limited is a public company listed on the Australian Securities Exchange (ASX) and is actively exploring its copper-silver prospects on the emerging world class Kalahari Copper Belt, Republic of Botswana and in the Bryah Basin of Western Australia.

DIRECTORS & MANAGEMENT

JAMES EGGINS Non-Executive Chairman CAROLINE KEATS Managing Director

GRANT FERGUSON Non-Executive Director

REGISTERED OFFICE Suite 5, 62 Ord Street West Perth WA 6005

Highlights:

• Agreement to acquire uranium exploration project in Niger, located in highly prospective Tim Mersoi Basin

• Same geology as Orano’s mines and the significant deposits held by TSX listed Global Atomic and TSX-V listed Goviex

• Mining friendly jurisdiction with long history of uranium production

• Acquisition includes three granted exploration tenements and one exploration licence application

• Firm commitments received to raise $1.2 million (before costs) via issue of 40 million shares at $0.03 per share to progress acquisition and fund working capital requirements

• Strengthened leadership team with strong corporate, operational and uranium experience

• Uranium is a complementary asset to Kopore’s copper-silver and copper-gold asset portfolio, with copper playing a significant role in the electrification of renewable energy systems

Kopore Metals Limited (ASX:KMT) ( Kopore or the Company ) is pleased to advise it has entered into a binding share sale agreement with Endeavour Financial AG ( Endeavour ) to acquire 100% of Endeavour's uranium project in the Agadez region of Niger ( Project ), via the acquisition of Endeavour's wholly owned subsidiary EF Niger Exploration SARL ( Transaction ).

The Project comprises three (3) granted exploration permits ( Permits ) and one (1) exploration licence application in the highly prospective Tim Mersoi Basin, considered one of the world’s major uranium producing areas. The Permits host the same geology that is represented at Orano’s Cominak (now shut down) and Somair mines and the Imouraren (Orano), Madaouela (Goviex) and Dasa (Global Atomic) projects. According to the World Nuclear Association, Niger was the 6[th] largest producer of uranium in 2021 and has been an exporter of uranium since the early 1970’s.

The Company has agreed to purchase 100% of the issued capital in EF Niger Exploration SARL ( Target ), a wholly owned subsidiary of Endeavour that holds the Niger Project Permits. In consideration, the Company will pay US$100,000 to Endeavour (as reimbursement for historic shareholder loans) and issue Endeavour (or its nominees) 120,000,000 Company shares at a deemed issued price of $0.02 ( Consideration Shares ). These Consideration Shares will be subject to a cascading voluntary escrow regime, with shares escrowed for 3, 6 and 12 months. The agreement contains orderly sales provisions in relation to the sale of the Consideration shares.

Under the terms of the Transaction, the Company has agreed to spend a minimum of US$2,000,000 on the Permits within the first 24 months (subject to any force majeure extension), with US$1,500,000 of that amount to be spent on a drilling program. This obligation falls away if the Company declares a Mineral Resource of at least 16Mlb of U3O8 at a minimum grade of 200ppm U3O8 on any of the permits (prepared and reported in accordance with the JORC Code).

The Company has also agreed to issue Endeavour (or its Nominees) 80,000,000 performance shares with a 5- year expiry date, and 50,000,000 performance options with an exercise price of $0.03 and a 3-year expiry date, with the vesting of those performance shares and options linked to the Target having declared a Mineral Resource of at least 16Mlb of U3O8 at a minimum grade of 200ppm U3O8 on any of the permits.

Completion of the Transaction is conditional upon:

• the Company raising at least A$1,000,000 (before costs);

• the Company being satisfied around its due diligence on the Target and the Project;

• the Target obtaining a 2-year extension on the Project permits (on terms satisfactory to it) taking the Permit term to November 2024;

• the Company obtaining all necessary regulatory, government and shareholder approvals in respect of the Transaction; and

• the Target terminating certain contracts.

The Company confirms it has received confirmation from the ASX that Chapters 1 and 2 of the ASX Listing Rules do not apply to this Transaction.

The recent appointments of Caroline Keats as Managing Director and James Eggins as Chairman, announced on 4 October 2021 and 16 November 2021 respectively, brings a new depth of corporate, operational and copper/uranium experience that will be integral in developing this uranium Project and Kopore’s other projects in Botswana and Australia.

The Permits

The Permits represent a 726km[2] landholding across three tenements in the uranium rich Tim Mersoi Basin.

The most prominent uranium prospect on the project area is the Takardeit prospect, which has been reported by former owners of the Permits (but has not been reported by the Company) where a maiden Mineral Resource estimate completed in 2010 reported an Inferred Mineral Resource of 23 million tonnes @ 210ppm, with an estimate of 11 million pounds of U3O8 at 120ppm cut-off grade. The mineralisation reported on this prospect is shallow and constrained below by a shale layer but remains open at both eastern and western ends.

The Mineral Resource Estimate was previously reported by NGM Resources Limited ( NGM ) on 28 January 2010 under the JORC Code 2004 in an ASX announcement titled “ NGM Advances with Initial Uranium Resource in Niger ”.

The most recent JORC Resource Statement for the Takardeit Project was reported by Paladin Energy Limited ( Paladin ), in accordance with the JORC Code 2004 in its 2015 Annual Report. Paladin acquired the asset following a takeover of NGM[1] in 2010 for AU$27 million, when uranium prices were ~US$45/lb. The initial Niger land package covered an area of ~1,500km[2] , of which 50% was relinquished in accordance with Niger mining laws in 2013. The areas retained by Paladin reflect the Permits proposed to be acquired by Kopore. Following completion of the Transaction, Kopore will seek to increase its land holdings in Niger.

The original statement of Mineral Resource can be found at https://www.asx.com.au/asxpdf/20100128/pdf/31ncpbh7cj0h4m.pdf, with the most recent statement of the Mineral Resource being at https://www.paladinenergy.com.au/financial-reports/2015. The Company is not aware of any new information or data that affects the information contained in Paladin’s 2015 Annual Report.

That estimate of Mineral Resource is not reported in accordance with the JORC Code 2012. A Competent Person has not done sufficient work to classify the estimates of Mineral Resource in accordance with the JORC Code 2012. It is possible that following evaluation and/or further exploration work, the currently reported estimates may materially change and hence will need to be reported afresh in accordance with the JORC Code 2012.

1 At the time of acquisition, NGM also held metal exploration tenements in Madagascar. Page | 2

Information in the Mineral Resource estimates includes data for 132 mud rotary drill holes and 7 diamond holes drilled by NGM between July and December 2009 to an average depth of 24 metres for 3,332 metres of drilling. Supplied analytical data includes down-hole total count gamma logging results for 123 mud rotary, and 3 diamond holes.

Downhole logging results were supplied to the Mineral Resource estimator as a set of text files containing downhole logging results for 4 to 10 centimetre intervals. These logging files were compiled into a working database with total count gamma results converted to uranium grades using a function supplied by NGM.

Mineral Resources for the Takardeit main zone mineralisation were estimated by Multiple Indicator Kriging of one metre composited U3O8 grades within a wireframe representing the mineralised zone. The estimates incorporate a block support adjustment to reflect likely open pit mining selectivity, and assume a density of 2.0 t/bcm.

The estimates extend from surface to a maximum depth of 32 metres over an area approximately 2.7 by 2.1 kilometres.

The existing sampling information is too broadly spaced and insufficiently detailed to accurately define the Takardeit mineralisation. The resultant uncertainties in Mineral Resource estimates are captured by classifying the current estimates as Inferred. As evaluation of the project continues, including additional drilling, chemical assaying and density determinations, the Mineral Resource estimates are likely to significantly change

The Company has technically reviewed the methodology and reporting documents used to estimate the Mineral Resource and notes that Paladin technical staff had a high level of experience in the estimation of uranium resource. Nothing has come to the attention of the Company that causes it to question the reliability of the former owner’s estimates. The Company has not independently validated the former owner’s estimate and the Company should not be regarded as reporting, adopting or endorsing the estimate.

The Mineral Resource for the Takardeit deposit was completed by a highly experienced and competent Mineral Resource estimator and, as such, the Company believes the Mineral Resource presented reasonably reflects the mineralisation in the ground for the deposit. The Company does not believe there has been any material change to the data that underpins the Mineral Resource and believes this information has been collected in a diligent manner in line with standard industry practice.

Revision of JORC (2004) Mineral Resources to JORC (2012) standard - Takardeit deposit

Given the amount of drilling that has already been completed on the Takardeit deposit it is expected that the work required to bring the Mineral Resource estimates for the Takardeit deposit into line with the JORC Code 2012 will be limited to a thorough review of the existing data and Mineral Resource estimates to ensure that the estimates and the supporting information comply with the requirements of the current code. Reasonable prospects for eventual economic extraction ( RPEEE ) parameters will need to be defined for the deposit and application of RPEEE requirements may alter both the Mineral Resource estimate cut-off grade and the spatial limits to which the existing Mineral Resources may have been estimated. Both of these items may impact on the quantity of material which falls into any resulting JORC Code 2012 Mineral Resource estimate. As no material additional drilling has been completed on the deposit it is not expected that the Mineral Resources will be required to be re-estimated.

Due to the expected use of the existing Mineral Resource estimates it is anticipated that a thorough review of the underlying data can be completed within a 6-month timeframe which would then allow the Mineral Resource estimate to be re-stated with the appropriate RPEEE applied and accompanying Table 1 provided.

Subject to completion of the Transaction, the Company intends to undertake fieldwork and ground mapping before commencing a drilling program which will aim to upgrade the historical JORC resource. The Company's current intention is to fund this work with its existing cash holdings.

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Tenement Details

Exploration Licence	Date Granted	Expiry Date	Project Area
Terzemazour 1	8 November 2017	8 November 2022	242.8km2
Toulouk 1	8 November 2017	8 November 2022	246km2
Tagait 1	8 November 2017	8 November 2022	237.3km2
		Total	726.1km2
Exploration Licence Application
ELA 2021/00059			245.6 km2

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Niger was the sixth largest producer of uranium globally in 2020.

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Placement

The Company announces it has received firm commitments to raise A$1.2 million (before costs) through a placement ( Placement ) of forty (40) million shares at an issue price of A$0.03 per share.

Merchant Capital Partners Pty Ltd and Ironside Capital Pty Ltd have been engaged by the Company to act as Joint Lead Managers to the Placement and will receive a fee of 6% of the total proceeds raised under the Placement.

The Placement shares will be issued pursuant to the Company’s existing annual placement capacity under Listing Rule 7.1 and are expected to be issued and commence trading on or about 17 December 2021.

The Placement issue price of A$0.03 per share represents:

• 11.8% discount to the last traded price on 6 December 2021 (A$0.034); and

• 14.5% discount to the 15-day VWAP price (A$0.0351)

Uranium faces a supply deficit amidst increasing demand

The International Energy Agency World Energy Outlook predicts a 52% increase in electricity demand from 2020 to 2040, with a 75% increase predicted from 2020 to 2050. Historically, finite secondary supplies of uranium from previous years of over-production have helped fill supply deficits. However, the current uranium supply has been unable to meet the current and projected demand.

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Uranium is facing a structural supply deficit amidst increasing demand

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Caroline Keats, Kopore’s Managing Director said: “The opportunity to acquire highly prospective tenements in Niger’s uranium-rich Tim Mersoi Basin is a unique opportunity for Kopore and marks the first step in the Company’s diversification into clean-energy focussed assets.

“The Tim Mersoi Basin is one of the most significant areas of producing sandstone-hosted uranium deposits in the world, with historical production generating nearly 145,000 tonnes of uranium since 1971.

“The tenements being acquired by Kopore are all in the same region as other uranium mines and other major uranium deposits, with one of the targets already recording a maiden Inferred Mineral Resource of 23Mt at 210ppm U3O8 for 11Mlbs using a 120ppm cut-off.

“The region is also infrastructure rich, with power, water, sealed roads and a nearby international airport in the city of Agadez.

“Post-acquisition, we’re planning to undertake fieldwork and ground mapping before commencing a drilling program which will aim to upgrade the historical mineral resource to comply with JORC Code 2012 and to then increase it.

“The uranium tenements will be complementary to Kopore’s exploration assets in Botswana’s Kalahari copper belt and its earn-in and joint venture with Horseshoe Metals in tenements surrounding the historic high-grade copper-gold Horseshoe Lights Mine in WA.”

Authorised by the Board of Kopore Metals Limited.

FOR FURTHER INFORMATION PLEASE CONTACT:

CAROLINE KEATS

Kopore Metals Limited Tel. +61 8 9322 1587 info@koporemetals.com www.koporemetals.com

Competent Persons Statement

The information on the historical mineral resources outlined in this announcement was compiled by Mr. David Princep, an independent consultant employed by Gill Lane Consulting. Mr Princep confirms that the information in this announcement is an accurate representation of the available data and studies of the Takardeit Project. Mr Princep is a Fellow of the Australasian Institute of Mining and Metallurgy and a Chartered Professional Geologist. Mr Princep has more than five years relevant experience in estimation of mineral resources and the mineral commodity uranium. Mr Princep has sufficient experience relevant to the assessment of this style of mineralisation to qualify as a Competent Person as defined in the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves – The JORC Code (2012)”. Mr Princep approves of, and consents to, the inclusion of the information in this announcement in the form and context in which it appears.

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ABOUT KOPORE

Kopore Metals Limited (ASX:KMT) is a public company listed on the Australian Securities Exchange (ASX) actively exploring its copper-silver prospects on the emerging world class Kalahari Copper Belt, located in the Republic of Botswana, and copper-gold prospects on the tenements surrounding the historic Horseshoe Lights Mine in Western Australia as part of the Earn-in and Joint Venture agreement with Horseshoe Metals Ltd.

Kopore continues to explore for strata bound copper-silver deposits across its fourteen 100% owned prospecting licenses in Botswana with a total area of 2,619km[2] of the world class Kalahari Copper Belt. Kopore believes the Kalahari Copper Belt can provide the potential for large scale discovery, as demonstrated by neighbouring resource development companies.

Botswana is a stable, pro-mining jurisdiction, supportive of mineral exploration and development. According to the 2020 Fraser Institute Annual Mining Survey[2] , Botswana was ranked 1[st] for “investment attractiveness” in Africa, in addition to being ranked 11[th] out of 77 countries globally.

The Horseshoe Lights Mine is approximately 150km north of Meekatharra in Western Australia. The earn-in and Joint Venture area relates to 32.4km2 of largely unexplored land surrounding the Horseshoe Lights Mine.

The directors and management of Kopore have strong complementary experience with over 70 years’ of Australian and international technical, legal and executive experience in exploration, resource development, mining, legal and resource fields.

2 Fraser Institute Annual, Survey of Mining Companies 2020 https://www.fraserinstitute.org/sites/default/files/annual-survey-of-mining-companies-2020.pdf

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